SAUDI BASIC INDUSTRIES CORPORATION- General Terms and Conditions for the
Purchase of Goods and Services
1/4
Version 1.3 January 2019
Classification: Internal Use
1 GENERAL PROVISIONS
These general terms and conditions for the Purchase of Goods and/or Services (“GTC”)
shall apply to any Purchase Contract except as otherwise expressly agreed in such
Purchase Contract. In case of any conflict between the main body of a Purchase Contract
and the attachments thereto, the provisions of the main body of a Purchase Contract shall
apply unless otherwise expressly provided. Any general or special conditions of Supplier are
hereby explicitly and entirely rejected and shall not apply to any Purchase Contract even if
referred to or printed on any bid, web site, price quotation, order confirmation, invoice or any
other document or communication of Supplier.
2 DEFINITIONS
The following terms shall have the following meaning:
2.1 ”Affiliate” means, in relation to a Party, any individual or entity that at any time
controls, is controlled by, or is under common control, with such Party, with “control”
meaning directly or indirectly owning a majority equity interest in, or otherwise having
the power to direct the business affairs of, the controlled entity, provided that
SABIC’s Affiliates shall be limited to SABIC and entities now or hereafter controlled
by it.
2.2 “Delivery Point” means the place agreed in the Purchase Contract where Goods
are to be delivered or where Services are to be performed.
2.3 “Force Majeure” means any circumstance beyond the reasonable control of the
affected Party, which materially affects the performance of any of its obligations
under the relevant Purchase Contract, and could not reasonably have been foreseen
or provided against, with exception of any changes in economic conditions, costs
and delivery of raw materials and strikes and other labor disputes of Supplier’s
personnel which do not qualify as force majeure.
2.4 “Goods” means the goods (if any) as specified in the relevant Purchase Contract,
including any related designs, materials, equipment and documentation.
2.5 “EHSS Laws” means any and all laws, rules, and regulations and the terms of any
permit, authorization, license and, to the extent they would be observed by a prudent
operator, any codes of conduct or any practices related to environment, health,
safety and security, including on the (a) protection of air, water, soil, flora, fauna and
man, or (b) generation, transportation, storage, treatment, disposal or presence of
any natural or artificial substance, including but not limited to hazardous, polluting,
toxic or dangerous substances, waste, radiation, electricity and heat; or (c) human
health and safety in or around the workplace.
2.6 “Incoterms” means the International Commercial Terms 2010 as issued by the
International Chamber of Commerce.
2.7 “Intellectual Property Rights” means any.
SAUDI BASIC INDUSTRIES CORPORATION- General Terms and Condit.docx
1. SAUDI BASIC INDUSTRIES CORPORATION- General Terms
and Conditions for the
Purchase of Goods and Services
1/4
Version 1.3 January 2019
Classification: Internal Use
1 GENERAL PROVISIONS
These general terms and conditions for the Purchase of Goods
and/or Services (“GTC”)
shall apply to any Purchase Contract except as otherwise
expressly agreed in such
Purchase Contract. In case of any conflict between the main
body of a Purchase Contract
and the attachments thereto, the provisions of the main body of
a Purchase Contract shall
apply unless otherwise expressly provided. Any general or
special conditions of Supplier are
hereby explicitly and entirely rejected and shall not apply to
any Purchase Contract even if
referred to or printed on any bid, web site, price quotation,
order confirmation, invoice or any
other document or communication of Supplier.
2 DEFINITIONS
2. The following terms shall have the following meaning:
2.1 ”Affiliate” means, in relation to a Party, any individual or
entity that at any time
controls, is controlled by, or is under common control, with
such Party, with “control”
meaning directly or indirectly owning a majority equity interest
in, or otherwise having
the power to direct the business affairs of, the controlled entity,
provided that
SABIC’s Affiliates shall be limited to SABIC and entities now
or hereafter controlled
by it.
2.2 “Delivery Point” means the place agreed in the Purchase
Contract where Goods
are to be delivered or where Services are to be performed.
2.3 “Force Majeure” means any circumstance beyond the
reasonable control of the
affected Party, which materially affects the performance of any
of its obligations
under the relevant Purchase Contract, and could not reasonably
have been foreseen
or provided against, with exception of any changes in economic
conditions, costs
and delivery of raw materials and strikes and other labor
disputes of Supplier’s
personnel which do not qualify as force majeure.
3. 2.4 “Goods” means the goods (if any) as specified in the
relevant Purchase Contract,
including any related designs, materials, equipment and
documentation.
2.5 “EHSS Laws” means any and all laws, rules, and regulations
and the terms of any
permit, authorization, license and, to the extent they would be
observed by a prudent
operator, any codes of conduct or any practices related to
environment, health,
safety and security, including on the (a) protection of air,
water, soil, flora, fauna and
man, or (b) generation, transportation, storage, treatment,
disposal or presence of
any natural or artificial substance, including but not limited to
hazardous, polluting,
toxic or dangerous substances, waste, radiation, electricity and
heat; or (c) human
health and safety in or around the workplace.
2.6 “Incoterms” means the International Commercial Terms
2010 as issued by the
International Chamber of Commerce.
2.7 “Intellectual Property Rights” means any intellectual and
industrial property rights
including, but not limited to, patents of any type, design rights,
utility models or other
similar invention rights, copyrights, database rights, mask work
4. rights, moral rights,
trade secrets, know-how or confidentiality rights, trademarks,
trade names and
service marks and any other intangible property rights
(including applications and
registrations for any of the foregoing) in any jurisdiction, and
whether or not
registered or perfected, whenever and however arising.
2.8 “Order Confirmation” means the document or other written
communication issued
by Supplier to Purchaser accepting a Purchase Order.
2.9 “Party” shall mean each of Purchaser and Supplier and
“Parties” shall mean
Purchaser and Supplier.
2.10 "Personal Data" means any information relating to an
identified or identifiable
natural person.
2.11 “Processing Personal Data” means any operation or set of
operations performed
upon Personal Data, whether or not by automated means, such
as collection,
recording, organization, structuring, storage, adaptation or
alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or
otherwise making
available, alignment or combination, restriction, erasure or
destruction. “Process
5. Personal Data” shall be construed accordingly.
2.12 “Purchase Contract” means any agreement for the purchase
of Goods and/or
Services resulting from a Purchase Order and the corresponding
Order
Confirmation.
2.13 “Purchase Order” means the document, including any
attachments thereto, issued
by Purchaser to order Goods and/or Services from Supplier.
2.14 “Purchaser” means the legal entity specified in the relevant
Purchase Contract as
purchasing Party.
2.15 “Purchaser Personal Data” includes any Personal Data
obtained by Supplier from
Purchaser or Purchaser’s Affiliates, and/or any Personal Data
being Processed by
Supplier on behalf of Purchaser or Purchaser’s Affiliates.
2.16 “Security Breach” includes any event involving an actual,
potential or threatened
compromise of the security, confidentiality or integrity of
Purchaser Personal Data,
including, but not limited to, any unauthorized access or use, or
any broader
circumstances as defined in any applicable laws, rules, and
regulations.
6. 2.17 “Services” means the services (if any) as specified in the
relevant Purchase
Contract.
2.18 “Specifications” means the (technical) specifications, of
the Goods and/or Services
as set out in the relevant Purchase Contract or otherwise
expressly agreed in writing
by Purchaser and Supplier.
2.19 "SABIC" means Saudi Basic Industries Corporation.
2.20 “Supplier” means the legal entity specified in the relevant
Purchase Contract as
supplying Party.
3 ORDERS
3.1 Purchase Orders shall become binding on Purchaser only
upon the written
acceptance of the Purchase Order by Supplier by the issuance of
an Order
Confirmation. Purchaser shall be entitled to make changes to a
Purchase Order prior
to the receipt of an Order Confirmation. Changes by Purchaser
to a Purchase Order
for which an Order Confirmation has already been received,
shall not be binding
7. unless accepted by Supplier by the issuance of a new Order
Confirmation or upon
delivery of the Goods or provision of the Services in accordance
with such changes,
whichever is earlier. In the event that an Order Confirmation
deviates from a
Purchase Order, such deviation shall be binding on Purchaser
only if explicitly
approved in writing by Purchaser.
4 QUALITY
4.1 Supplier shall implement and maintain appropriate quality
control systems and
documented procedures which meet good industry practice and
ISO 9001 and
which ensures that the Goods and Services comply with (a) all
statutory and other
legal requirements; (b) the warranties stated in Article 11; (c)
good industry
practices; and (d) standards and any other requirements
specified in the Purchase
Contract.
4.2 If at any time Supplier becomes aware of any event that
causes, or is likely to
cause, that the Goods and/or Services do not comply with the
quality requirements
set out in the provisions of this Article 4 and the warranties
stated in Article 11,
Supplier shall promptly notify Purchaser in writing after
becoming aware of such
event. Such notification is without prejudice to any rights and
8. remedies Purchaser
may have against Supplier resulting from such non-compliance.
4.3 Supplier shall timely notify and obtain approval from
Purchaser in writing in advance
of implementing any change that can reasonably be expected to
adversely effect the
Goods delivered and/or Services provided to Purchaser,
including, but not limited to,
any change in: (a) the quality control systems or procedures set
out in this Article 4;
or (b) the manufacturing location, manufacturing process, raw
materials or
proportions of raw materials used in Goods delivered to
Purchaser under any
Purchase Contract.
5 INSPECTION
5.1 Unless otherwise agreed in the Purchase Contract, Supplier
shall, at its own cost,
inspect and test the Goods before delivery to Purchaser in
accordance with its
standard inspection and testing procedures and good industry
practice and
standards. Purchaser shall have the right, but not the obligation,
to inspect or cause
the inspection of the Goods and/or Services at Supplier’s
premises at any time prior
to delivery of such Goods, including during their
manufacturing, processing or
storage, or prior to completion of such Services. Where the
Goods and/or Services
9. are determined to be compliant with the Purchase Contract, the
Purchaser shall
bear the cost of such inspection and where the Goods and/or
Services are
determined not to be compliant with the Purchase Contract, the
Supplier shall bear
the cost of such inspection. Purchaser is under no obligation to
conduct any
inspection or test of the Goods and/or Services upon, or after,
Purchaser’s receipt of
the Goods and/or completion of the Services.
5.2 Purchaser shall have the right to inspect and test at any time
at Supplier’s premises
or any other location, all goods and/or services and all
materials, equipment,
facilities and quality control systems and procedures utilized by
Supplier in
producing Goods or providing Services.
5.3 Inspection or testing pursuant to the provisions of this
Article 5 shall not constitute
acceptance of any Goods or Services by Purchaser and shall not
relieve Supplier of
any of its obligations under any Purchase Contract.
6 PACKAGING AND DOCUMENTATION
6.1 Supplier shall ensure that the Goods are packaged, labelled,
stored and handled:
(a) as safely and carefully as possible; (b) in a manner that
prevents them from
10. being damaged during loading, transportation and off-loading;
(c) in compliance with
all applicable laws, rules and regulations, including those
related to goods
containing any hazardous and chemical substances; and (d) in
accordance with any
packaging instructions and specifications provided by
Purchaser. Upon Purchaser’s
request, Supplier shall remove or take back any containers,
packaging material, and
waste at its own expense and risk.
6.2 Supplier shall, where applicable, provide Purchaser with all
complete, accurate, and
necessary documentation relating to the Goods, including, but
not limited to:
documents, data and instructions regarding the safe handling,
storage, usage and
disposal of the Goods, material safety data sheets, and all
certificates customary for
such type of goods and relevant mode of delivery, such as
certificates of origin,
certificates of analysis and certificates of conformity.
7 DELIVERY
7.1 Unless otherwise agreed in the Purchase Contract, Supplier
shall deliver the Goods
at the Delivery Point in accordance with DDP (Delivery Duty
Paid), as defined in the
Incoterms.
11. 7.2 The Supplier shall carry out the Services at the agreed
location(s) and agreed
delivery date(s) according to the Specifications, the warranties
stated in Article 11
and good industry practice. The Services shall be deemed
performed only after
Purchaser has confirmed to Supplier in writing that the Services
provided have been
accepted.
7.3 Time is of the essence for performance of the Purchase
Contract by the Supplier
and the agreed delivery dates for the delivery of Goods and/or
the performance of
Services indicated in the Purchase Contract shall be firm and
binding. If, at any time,
the agreed delivery dates for delivery of Goods or performance
of Services will not
be met, Supplier shall, without delay, give notice to Purchaser
in writing stating both
the reasons for the delay and the estimated delay in delivery
time.
7.4 If Supplier fails to deliver the Goods and/or perform the
Services in accordance with
the agreed delivery date(s) Supplier shall pay or allow to
Purchaser liquidated
damages in an amount equal to two per cent (2%) of the
Purchase Contract price for
each week (or part thereof) that the delivery of Goods and/or
performance of the
Services is delayed beyond the corresponding
delivery/performance dates. The
Parties agree that the delay liquidated damages represent an
12. agreed genuine pre-
estimate of the losses likely to be suffered by Purchaser as the
result of such delay
and are not a penalty. Supplier’s maximum liability is respect
of delay liquidated
damages shall not exceed ten per cent (10%) of the Purchase
Contract price.
7.5 Without prejudice to Purchaser’s rights and remedies under
Article 7.4, if Supplier
fails to deliver the Goods and/or perform the Services in
accordance with the agreed
delivery date(s), and such failure has not been remedied within
seven (7) calendar
days of the Supplier receiving notice from the Purchaser, the
Purchaser may reject
the Goods and/or Services and immediately terminate the
Purchase Contract by
giving written notice to the Supplier. In such an event, Supplier
shall indemnify the
Purchaser for any and all costs, expenses, damages and other
losses suffered by
Purchaser due to Supplier’s failure as outlined in this Article
7.5.
7.6 Purchaser’s acceptance of the Goods and/or performance of
the Services, including
acceptance of delayed delivery or performance, shall not
constitute a waiver of, or
otherwise limit, any of Purchaser’s rights or remedies, including
but not limited to,
those rights or remedies resulting from late delivery or
performance.
13. 7.7 Any early or partial delivery of the Goods and/or
performance of the Services
requires prior written consent from Purchaser. If Supplier fails
to obtain such
consent, Purchaser shall not be obliged to take or accept any
such early or partial
delivery or performance. With respect to such Goods, Purchaser
may in its sole
discretion return the shipment of Goods or arrange for storage
of the Goods both at
the sole expense and risk of Supplier.
7.8 In the event that Purchaser gives notice to Supplier that it is
not able to accept the
Goods/ Services on the agreed delivery date indicated in the
Purchase Contract, and
such notice is given prior to the dispatch of the Goods/ Services
by Supplier, upon
Purchaser’s request, Supplier shall, at its own cost, postpone the
delivery date for a
reasonable period of time, such to be determined by Purchaser.
In the event such
notice is given after dispatch of the Goods by Supplier, upon
Purchaser’s request,
Supplier shall arrange for the storage of the Goods at the risk
and expense of
Purchaser.
8 ENVIRONMENT, HEALTH, SAFETY AND SECURITY
8.1 Supplier shall at all times (including without limitation
14. during delivery or collection,
handling, storage and transport of Goods or the performance of
Services) comply
and shall require that its contractors and/or any other party or
parties acting on its
behalf comply with all applicable EHSS Laws, the
recommendations in any material
safety data sheets, all safety and other procedures in force at the
relevant Delivery
Point and in a manner consistent with the standards of a
reasonable and prudent
operator engaged in the same or substantially similar type of
undertaking under the
same or similar circumstances and conditions. Supplier shall be
liable to Purchaser
in respect of its non-compliance with this Article 8 and shall
indemnify and hold
Purchaser harmless against any and all loss or liability (of any
nature whatsoever)
incurred by it as a result of such non-compliance.
8.2 Without limiting Supplier’s obligations to comply with
EHSS Laws, Purchaser shall
have the right to conduct (or have conducted by mutually agreed
experts) at periodic
intervals an environmental, health, safety and security audit on
the operations and
procedures of Supplier, including, but not limited to, Supplier’s
loading and/or
discharge operations. In the event that an audit reveals a breach
by Supplier of any
EHSS Laws or Purchaser policies and/or procedures, such
appraisal shall be at the
expense of Supplier, otherwise such appraisal shall be at the
expense of Purchaser.
15. 8.3 In the event that Supplier becomes aware of any
circumstance that: (a) constitutes a
breach of any EHSS Laws, or (b) would constitute a breach of
EHSS Laws if
Supplier were to continue supplying Goods and/or Services to
Purchaser or
Purchaser were to continue to take Goods and/or Services from
Supplier; or (c) a
reasonable and prudent operator engaged in the same or
substantially similar type
of undertaking under the same or similar circumstances and
conditions would
consider to be an unacceptable risk to employees and/or the
environment, it shall
immediately inform Purchaser and the Parties shall as soon as
practicable discuss
such circumstances, and, as long as any such circumstance
continues, Purchaser
shall be entitled to refuse to accept any Goods and/or Services
affected by such
breach, or potential breach, or unacceptable risk, without any
liability to Supplier.
9 PRICE, INVOICES AND PAYMENTS
9.1 The price of the Goods and/or Services and the currency of
payment shall be as
specified in the relevant Purchase Contract. Such price shall be
fixed for the term of
the Purchase Contract, unless otherwise agreed in the Purchase
16. Contract. No
additional charges, fees, or expenses shall be charged by
Supplier unless
specifically agreed upon by Purchaser in writing.
9.2 Unless otherwise stated in the Purchase Contract, the price
payable for the Goods
and/or Services is: (a) exclusive of value added tax or any other
sales tax; and (b)
inclusive of all charges for packaging, packing, shipping,
carriage, insurance and
delivery of the Goods, all required travel and living expenses
related to the provision
of the Services, and any and all duties, licenses, permits and
taxes (other than value
added tax or any other sales tax) as may be payable for the
Goods and/or Services.
9.3 Unless otherwise agreed in the relevant Purchase Contract,
payment shall be made
within sixty (60) calendar days after the date on which the
correct and undisputed
invoice is received by Purchaser. Supplier shall issue an invoice
only after the
delivery of the Goods and/or the performance of the Services.
Invoices must be
issued in accordance with all applicable laws and regulations,
and Purchaser’s
instructions, if any.
9.4 Payment of an invoice shall not be deemed acceptance by
Purchaser of the Goods
17. and/or Services covered by such invoice or of the invoiced
amount, and shall be
without prejudice to any rights and remedies Purchaser may
have against Supplier.
9.5 Purchaser may withhold payment of any disputed amounts
included in any invoice.
Incorrect or incomplete invoices will not be processed by
Purchaser and will be
returned to Supplier without any liability of Purchaser. If the
Purchase Contract
states that value added tax or any other sales tax is payable with
respect to any
Goods and/or Services, Purchaser is only required to pay such
tax upon receipt of a
valid original value added tax or other sales tax invoice meeting
the applicable tax
legislation and invoice requirements stated in the Purchase
Contract. Supplier shall
indemnify and hold Purchaser harmless for any recharged value
added tax or any
other sales tax, fines, penalties or other costs (including legal
advisory and court
costs) imposed on, or incurred by, Purchaser resulting from
Supplier not complying
with applicable tax legislation or the invoice requirements
stated herein and in the
Purchase Contract.
9.6 Purchaser shall be entitled to set off any amount due by
Supplier to Purchaser or
due by Supplier to any Affiliates of Purchaser against any
18. amount due by Purchaser
under the Purchase Contract, or to recover such sums as a debt.
10 TRANSFER OF RISK AND TITLE
10.1 All risks associated with the Goods shall pass from
Supplier to Purchaser in
accordance with the Incoterm stated in Article 7.1 or as
otherwise agreed in writing
by the Parties.
10.2 Title to the Goods shall pass from Supplier to Purchaser
upon delivery at the
Delivery Point or upon payment of the price for such Goods,
whichever is earlier. If
title to the Goods has passed to Purchaser prior to delivery at
the Delivery Point,
Supplier shall clearly mark such Goods as Purchaser's property
and store them
separately from all other goods.
11 WARRANTIES
11.1 Supplier warrants that it shall have good title to the Goods,
and that the Goods shall
be free of any liens and encumbrances.
11.2 Supplier warrants that, the Goods shall: (a) conform to the
Specifications; (b) be new
19. and not used; (c) be of good quality materials and workmanship;
(d) be free from any
and all defects in design, processing, fabrication, construction
and measurement; (e)
be fit for the intended purpose; and (f) conform to all applicable
laws, rules and
regulations relating to the design, manufacture, sale, packaging,
labelling, safety
standards, storage, transporting, delivery and use of the Goods.
The warranties set
out in Articles 11.1 and 11.2 shall be valid for a period of,
unless agreed otherwise in
the Purchase Contract, eighteen (18) calendar months from the
date of acceptance
of the Goods or the date of first operational use of the Goods by
Purchaser,
whichever is latest. Such warranty period shall be extended by
the period of time
during which the Goods did not conform to the warranties set
out in Article 11.1 and
11.2. Any replacement Goods will be subject to above
warranties and warranty
period.
11.3 Supplier warrants that the Services shall be fit for the
intended purpose and
performed: (a) in full accordance with the Specifications; (b) in
a good and
workmanlike manner using all due skill and care, diligence and
foresight expected
and demanded from professional, skilled and experienced
service providers
engaged in similar services; and (c) by sufficiently qualified
personnel. The warranty
20. set out in this Article 11.3 shall be valid for a period of
eighteen (18) calendar months
from the date of acceptance of the Services pursuant to Article
7.2. Such warranty
period shall be extended by the period of time during which the
Services did not
conform to the warranty set out in this Article 11.3.
11.4 Without prejudice to any other rights and remedies
Purchaser may have under the
Purchase Contract or applicable laws, in the event the Goods
fail to conform to the
warranties set out in Articles 11.1 and 11.2, Purchaser shall be
entitled, at its sole
option and at Supplier’s sole expense, to choose one (1) or more
of the following
remedies: (a) refuse to take delivery of the non-conforming
Goods, or if such Goods
have already been delivered, reject such Goods and return them
to Supplier,
terminate the Purchase Contract and, if already paid, obtain a
complete refund of
the purchase price of the non-conforming Goods; (b) require
Supplier to replace or
repair the non-conforming Goods; (c) refuse to accept any new
deliveries of the
Goods; and (d) claim compensation for all costs, damages and
losses incurred by
Purchaser as a result of breach of the warranties set out in
Articles 11.1 and 11.2.
11.5 In the event Supplier fails to remedy its breach of the
warranties set out in Articles
21. 11.1 and 11.2, or is unable to replace or repair the non-
conforming Goods within any
period reasonably requested by Purchaser, Purchaser shall be
entitled at its sole
option and without prejudice to any other right and remedies to:
(1) replace or repair
the non-conforming Goods itself at Supplier’s expense; or (2)
have the non-
conforming Goods replaced or repaired by a third party supplier
at Supplier’s
expense; and/or (3) claim reduction or refund (as the case may
be) of the purchase
price in the amount of the reduced value of the non-conforming
Goods.
11.6 Without prejudice to any other rights and remedies
Purchaser may have under the
Purchase Contract or applicable laws, in the event the Services
fail to conform to the
warranty set out in Article 11.3, Purchaser shall be entitled, at
its sole option and at
Supplier’s expense, to choose one or more of the following
remedies: (a) refuse to
accept the non-conforming Services, or if such non-conforming
Services have
already been accepted by Purchaser, reject the non-conforming
Services, terminate
the Purchase Contract and, if already paid, obtain a complete
refund of the purchase
price of the non-conforming Services; (b) require Supplier to re-
perform the non-
conforming Services; (c) refuse to accept any further Services;
and (d) claim
compensation for all damages and losses incurred by Purchaser
22. as a result of
breach of the warranty set out in Article 11.3. In the event
Purchaser requires
Supplier to re-perform the non-conforming Services, the
corrected Services shall
again be subject to the warranty coverage set forth in Article
11.3, taking effect as of
the date all corrections have been made.
11.7 In the event Supplier fails to remedy its breach of the
warranty set out in Article 11.3,
or is unable to re-perform the non-conforming Services within
any period reasonably
requested by Purchaser, Purchaser shall be entitled at its sole
option and without
prejudice to any other right and remedies to: (a) obtain the
Services from a third
party and require Supplier to reimburse Purchaser for all
reasonable costs and
expenses thereby incurred; or (b) require the Supplier to reduce
pro-rata the
compensation reasonably allocated to the non-conforming
Services.
12 INDEMNIFICATION
12.1 Supplier shall indemnify, defend and hold harmless
Purchaser, Purchaser’s Affiliates
and their respective directors, employees, agents and their
successors and
assignees from and against any and all damages, liabilities,
claims (including but not
limited to claims based on product liability laws), suits, actions,
23. demands, costs and
expenses (including legal costs) made against, or suffered by,
the Purchaser,
Purchaser’s Affiliates or their respective directors, employees
or agents and their
successors and assignees arising out of or in connection with:
(a) the performance
of the Purchase Contract and the delivery of Goods and/or
performance of Services;
(b) the use or sale of the Goods, or the use or deployment of the
Services by
Purchaser; (c) any breach of Supplier’s warranties,
representations, covenants or
other obligations or duties contained in the Purchase Contract or
any breach or
violation of any other obligation or duty under applicable law;
or (d) any negligent
acts or omissions, or willful misconduct relating to the Purchase
Contract by
Supplier, its employees, officers, directors, contractors,
subcontractors or agents.
13 INSURANCE
13.1 Supplier shall, at its own cost, procure and maintain as
from the date of the
Purchase Contract and throughout the duration of the Purchase
Contract the
following insurances together with such other insurances as may
be required by
applicable laws in connection with the performance of the
Purchase Contract (each
an "Insurance Policy" and together, the "Insurance Policies"):
24. (a) "Professional Indemnity Insurance", providing coverage in
respect of the
performance of the Purchase Contract by the Supplier. Such
Insurance
Policy shall be in an amount of no less than US$ 1,000,000 (one
million) for
any one occurrence or series of occurrences arising in any one
year out of
any one event and shall be maintained in the full amount for a
period of ten
(10) years following completion or earlier termination of the
Purchase
Contract;
(b) unless not required in accordance with the Incoterms (if
any), "All Risk Marine
Insurance" which shall include coverage for inland
transportation covering
loss of, or damage to, the Goods (if any) for a value of no less
than one
hundred and ten per cent (110%) of the value of the
consignment. Such
insurance shall cover the Goods (if any) from the time they
leave Supplier’s
warehouse until the time they are delivered to the Delivery
Point;
(c) "Comprehensive General Liability (CGL) Insurance"
covering death and
personal injury sustained by any person and loss of or damage
to any
25. property arising out of or in connection with the performance of
the Purchase
Contract. Such Insurance Policy shall be maintained in an
amount of no less
than US$ 2,000,000 (two million) for any one occurrence, shall
provide for
contractual liability and shall not exclude professional
negligence, any
property of the Purchaser, SABIC or any of the SABIC
Affiliates, or any third
party property which is under the care, custody or control of the
Supplier;
(d) "Automobile Liability Insurance" covering bodily injury,
sickness or death of
any person, or for loss of or damage to property by any vehicle
whether
owned, hired or used by the Supplier. Such Insurance Policy
shall be in an
amount of no less than the higher of (A) the statutory limit for
Automobile
Liability Insurance in the Kingdom of Saudi Arabia as at the
date of the
Purchase Contract (if applicable), and (B) SAR 10,000,000 per
occurrence;
and
(e) if the Purchase Contract requires the Supplier to enter any
of the sites of the
Purchaser, SABIC or any SABIC Affiliate for the provision of
works,
"Workmen's Compensation Insurance" covering the Supplier's
26. personnel
SAUDI BASIC INDUSTRIES CORPORATION- General Terms
and Conditions for the
Purchase of Goods and Services
2/4
Version 1.3 January 2019
Classification: Internal Use
whilst engaged in the performance of the Purchase Contract.
Such Insurance
Policy shall be in an amount of no less than the higher of (A)
the statutory limit
for Workmen's Compensation Insurance in the Kingdom of
Saudi Arabia as at
the date of the Purchase Contract (if applicable), and (B) US$
1,000,000 per
occurrence and shall cover compensation for affected personnel
as required
under applicable laws and shall include overseas travelers’
personal accident
insurance and/or similar statutory social insurance.
13.2 Supplier shall ensure that the Insurance Policies are
effected and maintained with a
financially sound and reputable insurer(s) with a rating of at
27. least A1 from Standard
& Poor’s, or with such other insurer(s) as may be approved by
Purchaser.
13.3 Upon Purchaser's request, Supplier shall provide Purchaser
with evidence of any
such insurance, including the relevant insurance certificates.
Supplier shall
immediately inform Purchaser of anything that might affect the
insurance cover
required pursuant to the provisions of this Article 13. Any
insurance coverage shall
not limit in any way Supplier’s liability for Goods delivered to,
and/or Services
performed for, Purchaser.
14 TOOLS
Any tools, equipment or other materials, including any
software, which are: (a)
provided or made available to Supplier by Purchaser; or (b)
used by Supplier and
purchased or reimbursed by Purchaser; or (c) used by Supplier
and manufactured or
purchased by Supplier, in connection with the Purchase
Contract, shall become or
remain the property of Purchaser. The ownership of any such
tools, equipment or
other materials manufactured or purchased by Supplier in
connection with the
Purchase Contract is transferred to Purchaser by Supplier on the
date of acquisition
or date of completion of the manufacturing of such tools,
28. equipment or other
materials by Supplier. Whenever practical, Supplier shall
adequately identify
Purchaser’s property and safely store it separate and apart from
Supplier’s property.
Supplier shall not substitute any property for Purchaser’s
property and shall not use
Purchaser’s property for any purpose other than for fulfilling its
obligations under the
Purchase Contract and it shall be held at Supplier’s risk and
kept insured by Supplier
at the replacement value and on appropriate terms. Upon
Purchaser’s request,
Supplier shall return or hand over such property to Purchaser in
good condition.
15 FORCE MAJEURE
15.1 Subject to compliance with the provisions of this Article
15, neither Party shall be
liable for any non-performance or delay in performance of a
Purchase Contract
caused by Force Majeure.
15.2 The affected Party shall give the other Party written notice
as soon as possible after
the occurrence of any event that qualifies, or that is reasonably
likely to qualify, as a
Force Majeure, including sufficient information as to the actual
or likely cause, the
anticipated impact on any Purchase Contract and the date it
29. expects the event to
end. The Party asserting Force Majeure shall take such action,
as it is reasonable in
the circumstances to mitigate the effects of the Force Majeure
and to effect removal
thereof.
15.3 If Supplier’s supply of Goods and/or performance of
Services is limited because of a
Force Majeure event, Supplier shall distribute any available
Goods and personnel
performing Services among its customers in a fair and
reasonable manner and in
addition shall use its best efforts to purchase or obtain at
Supplier’s expense, Goods
and/or Services for Purchaser from third party producers or
suppliers of Goods
and/or Services, or if applicable from Supplier’s Affiliates.
15.4 If during any Force Majeure deliveries of the Goods and/or
performance of the
Services are suspended by Supplier, Purchaser shall be entitled
to purchase similar
Goods and/or Services from any third parties, and in such case,
Supplier and
Purchaser shall not be required to make up for any quantities of
Goods not supplied
or taken or any Services not performed during the period of
Force Majeure or to
extend the period of any Purchase Contract to this effect.
15.5 Notwithstanding the other provisions of this Article 15,
when an event of Force
30. Majeure continues for more than thirty (30) consecutive
calendar days, the Party not
declaring Force Majeure shall be entitled to terminate the
Purchase Contract, with
immediate effect and without liability to the affected Party.
16 SUSPENSION AND TERMINATION
16.1 If, at any time:
(a) Supplier is in material breach of a Purchase Contract, which
includes a series of
minor breaches, and where such breach is remediable, fails to
remedy it within
seven (7) calendar days from the date of written notice of
default to Supplier by
Purchaser;
(b) Supplier is in breach of any applicable laws, including, but
not limited to, EHSS
Laws; or
(c) Supplier passes a resolution for winding up or if a court
makes an order to that
effect; or there is an application for, or the initiation of, any
proceedings for the
bankruptcy, insolvency, winding up, administration, liquidation
of or other similar
proceedings relating to Supplier other than where such
proceedings are being
contested in good faith and with due diligence and are
discharged within fourteen
(14) calendar days of commencement of such proceedings; or a
receiver,
31. administrator, trustee or other similar official is appointed in
relation to Supplier or in
relation to the whole, or a part, of its assets; or Supplier enters
into any composition
with its creditors generally; or any person acquires the direct or
indirect control of the
majority of the voting rights in the shareholders meeting of
Supplier, and in each of
such cases, such event is continuing and has not been cured,
remedied or otherwise
is no longer in existence,
then in such events, Purchaser shall be entitled (without
prejudice to any other right
and remedies) to, (1) suspend the performance of its obligations
under the Purchase
Contract(s), including, but not limited to, payment of invoices
for Goods delivered
and/or Services performed by Supplier; or (2) terminate any
Purchase Contract
immediately by written notice to Supplier without any liability
to Purchaser for any
such termination.
16.2 Purchaser may terminate any Purchase Contract completely
or in part at any time
and without any reason, by giving written notice to Supplier.
Upon receipt of such
notice, Supplier shall discontinue all work on the relevant
Purchase Contract, unless
necessary to conserve and protect work already done and, if
Supplier is not in
material breach of the Purchase Contract, Purchaser shall pay to
Supplier fair and
32. reasonable compensation for any work already completed or
Goods and/or Services
already delivered/performed up to the date of termination,
however such
compensation shall not include any loss of anticipated profits or
any consequential
losses or damages and shall in no event exceed the purchase
price for such Goods
and/or Services.
16.3 The termination of any Purchase Contract shall be without
prejudice to and shall not
affect any rights or obligations expressly or impliedly having
effect after termination
and which shall have accrued prior to such termination
including but not limited to
the rights and obligations in Articles: 10 (Transfer of Risk and
Title), 11 (Warranties
and Liabilities), 12 (Indemnification), 17 (Confidentiality), 19
(SABIC Supplier Code
of Conduct), and 24 (Applicable Law and Dispute Resolution),
which shall survive
any such termination.
17 CONFIDENTIALITY
17.1 Supplier shall treat as confidential and shall not disclose
any information and
documents: (i) received from Purchaser; or (ii) that Supplier
otherwise acquires
relating to Purchaser’s business or business of Purchaser’s
Affiliates; or (iii) that
Supplier has created or produced specifically in connection with
33. any Purchase
Contract; to any third party without the prior written consent of
Purchaser, provided
that Supplier may, without such approval of Purchaser being
required, disclose any
such information to: (a) its employees or its Affiliates’
employees as well as its
subcontractors and their employees to the extent reasonably
necessary for the
performance of the relevant Purchase Contract, provided that
such employees are
bound by confidentiality obligations no less stringent than
contained in these GTC;
or (b) to the extent required by any applicable laws, any
governmental authority or
court order. Supplier shall use and cause its employees and
Affiliates’ employees,
as well as its subcontractors and their employees, to use such
information only as
necessary to fulfill Supplier’s obligations under the relevant
Purchase Contract.
Upon termination of a Purchase Contract, all such information
shall be returned to
Purchaser, or at Purchaser’s option, destroyed by Supplier.
Supplier shall not make
any announcement or release any information concerning any
Purchase Contract,
or business relationship, to any other person or entity, including
the press or any
official body, except as required by law, unless prior written
consent is obtained from
Purchaser. The obligations contained in this Article 17 will
continue in force
notwithstanding termination, expiration or completion of the
Purchase Contract,
however caused, although such provisions do not apply to any
34. information or
document in the public domain, or coming in to the public
domain, other than
through violation of any confidentiality obligations, or which
can be shown by
Supplier to Purchaser’s satisfaction to have been known by
Supplier independently.
18 INTELLECTUAL PROPERTY
18.1 All Intellectual Property Rights owned by Purchaser, its
Affiliates or any of their
respective licensors which Purchaser makes available to
Supplier in the course of
carrying out any Purchase Contract, shall remain the property of
Purchaser, such
Affiliates or any of such relevant licensors.
18.2 All Intellectual Property Rights owned by Supplier, its
Affiliates or any of their
respective licensors which Supplier makes available to
Purchaser in the course of
carrying out any Purchase Contract, shall remain the property of
Supplier, such
Affiliates or any of such relevant licensors.
18.3 Supplier hereby grants to the Purchaser an irrevocable,
non-exclusive, transferable,
royalty-free, worldwide license (with the ability to sub-license)
to use any of the
Intellectual Property Rights set forth in Article 18.2.
35. 18.4 Any Intellectual Property Rights developed by or on behalf
of either Party, as a
result of, or in the context of, any activity pursuant to any
Purchase Contract, shall
be exclusively owned by Purchaser, and Supplier agrees to
assign and hereby
assigns same to Purchaser. Supplier agrees to take all actions
reasonably required
under applicable laws to secure the assignment of all such
Intellectual Property
Rights to Purchaser. The Purchaser hereby grants or shall grant
to the Supplier an
irrevocable, non-exclusive, transferable, royalty-free,
worldwide license to use the
Intellectual Property Rights referred to in Articles 18.1 and 18.4
and owned by
Purchaser for the sole purpose of performing Supplier’s
obligations in connection
with the Purchase Contract.
18.5 Supplier warrants that the manufacture, sale, possession,
resale or use of the
Goods and/or the performance, deployment or use of the
Services to be supplied do
not infringe any third party Intellectual Property Rights or any
other rights of any
third party. Supplier shall indemnify and hold Purchaser,
Purchaser’s Affiliates, and
their respective directors, employees and agents harmless from
any and all
damages, liabilities, claims, suits, actions, demands, costs and
expenses (including
legal costs) brought against, or incurred by, Purchaser,
Purchaser’s Affiliates or their
36. respective directors, employees and agents in any jurisdiction
and which arise out
of, or in connection with, a claim or proceeding alleging that
the manufacture, sale,
possession, resale or use of the Goods and/or the performance,
deployment or use
of the Services under the Purchase Contract infringes any
Intellectual Property
Rights or any other rights of any third party. In such event,
Supplier will in addition to
the foregoing indemnity obligation, and notwithstanding any
other remedies
Purchaser may have against Supplier under the Purchase
Contract, including the
remedies as set forth in Articles 11.4 up to and including 11.7,
or according to
applicable laws, obtain for Purchaser at Supplier’s expense a
license to use the
Goods and/or Services, or replace or modify the same, in a
manner satisfactory to
Purchaser, so as to avoid the infringement. Supplier shall not
assert any of its
Intellectual Property Rights against Purchaser or Purchaser’s
Affiliates or customers
worldwide in connection with any use of Goods and/or Services
provided to
Purchaser in the manufacture, use, preparation, sale, or delivery
of, or other action
with respect to, the Goods and/or Services of Purchaser or
Purchaser’s Affiliates or
customers.
19 SABIC SUPPLIER CODE OF CONDUCT
19.1 Supplier represents and warrants that Supplier and its
37. employees, shall fully comply
with all applicable laws and the principles as stated in the
SABIC Supplier Code of
Conduct which can be downloaded from
https://supplier.sabic.com/ (or such other
link as SABIC may publish from time to time) and which will
be made available by
Purchaser upon the written request of Supplier. Any reference
to the SABIC Supplier
Code of Conduct shall (except where the context otherwise
requires) be construed
as referring to such SABIC Supplier Code of Conduct as
amended and in force from
time to time.
19.2 At Purchaser’s request, and as a condition for doing
business with Purchaser,
Supplier shall comply with the requirements of the SABIC
Supplier Due Diligence
Programme which can be viewed at
https://supplier.sabic.com/RegisterSABICSupplier.aspx (or such
other link as SABIC
may publish from time to time).
19.3 Purchaser reserves the right, at any time during the term of
any Purchase Contract,
to conduct an audit or carry out an inspection at Supplier’s
premises, or have such
audit or inspection conducted or carried out by a third party
appointed by Purchaser,
in order to verify Supplier’s compliance with the principles as
stated in the SABIC
38. Supplier Code of Conduct and as part of SABIC’s Supplier Due
Diligence
Programme. Purchaser shall use reasonable efforts to ensure
that any such audit
and inspections will be conducted and carried out in accordance
with any applicable
data protection law(s) and shall neither unreasonably interfere
with the Supplier’s
business activities nor violate any of the Supplier’s
confidentiality agreements with
third parties. The Supplier shall reasonably cooperate with any
such audits and
inspections conducted. Where it is determined by such audit or
inspection that
Supplier is compliant with the principles as stated in the SABIC
Supplier Code of
Conduct and as part of SABIC’s Supplier Due Diligence
Programme, Purchaser shall
bear the cost of such audit or inspection, and where it is
determined that Supplier is
not compliant with the aforementioned principles, Supplier shall
bear the cost of such
audit or inspection.
19.4 Without prejudice to any other express remedies referred
to elsewhere in the
Purchase Contract or any rights or remedies available at law, in
the event of a
breach of the principles as stated in the SABIC Supplier Code
of Conduct or the
obligations contained in this Article 19 by Supplier, Purchaser
shall have the right to
take whatever action it deems appropriate including the right to
terminate, and
39. suspend performance under, any Purchase Contract with
immediate effect and
without any liability by Purchaser for any loss or damage
arising as a result of such
termination or suspension.
20 DATA PROTECTION
Supplier shall, and shall cause its personnel to: (a) view and
Process Purchaser
Personal Data only on a need-to-know basis and only to the
extent necessary to
supply the Goods and/or perform the Services; (b) immediately
inform Purchaser of
any Security Breach; (c) not disclose Purchaser Personal Data to
any third party
(including external authorities), without Purchaser’s prior
written consent, unless
required by applicable laws and/or regulations, in which case
Supplier shall promptly
inform Purchaser of such disclosure requirement; (d) provide
Purchaser with a
detailed description of any Security Breach, the type of data
that was the subject of
the Security Breach, the identity of each affected person, and
any other information
Purchaser may request concerning such affected persons and the
details of the
breach; (e) take action immediately, at Supplier’s expense, to
investigate the
Security Breach and to identify, prevent and mitigate the effects
of any such Security
Breach, and to carry out any recovery or other action necessary
to remedy the
40. Security Breach; (f) pay for, or reimburse, Purchaser for all
costs, losses and/or
expenses relating to any Security Breach; (g) comply with all
applicable laws and
regulations pertaining to Personal Data; and (h) comply with all
legal requirements
associated with transferring any Supplier Personal Data to
Purchaser. Upon
termination of a Purchase Contract, Supplier shall stop the
Processing of Purchaser
Personal Data and shall return or destroy Purchaser Personal
Data, unless
instructed otherwise by Purchaser. The obligations contained in
this Article 20 will
continue in force until Supplier no longer possesses Purchaser
Personal Data
notwithstanding termination, expiration or completion of the
Purchase Contract.
21 SUBCONTRACTORS
Supplier shall not subcontract or delegate any of its rights or
obligations under the
Purchase Contract to a third party, without the prior written
consent of Purchaser.
Consent by Purchaser shall be subject to Supplier requiring its
subcontractor(s) to
comply with all relevant obligations under the relevant Purchase
Contract and shall
not release Supplier from any of its obligations or liability
under such Purchase
Contract.
41. 22 ACCOUNTS AND RECORDS AND AUDIT
22.1 Supplier shall maintain and keep (and shall procure that its
personnel maintain and
keep) comprehensive information technology ("IT") security
audit reports and
records of all operations and processes deployed by Supplier
for the administration
and protection of Purchaser's information, including all
hardware and software
programs which process Purchaser data (the "IT Audit
Reports"). The IT Audit
Reports shall be submitted promptly by Supplier at the request
of Purchaser, without
cost to the Purchaser, and shall not have been generated more
than one year prior
to the date of the request of Purchaser. Purchaser shall have the
right to audit IT
security (the "IT Audit"). IT Audits may be conducted by
Purchaser, or any third
party appointed by Purchaser, and Supplier shall cooperate with
Purchaser and/or
the relevant third party. Supplier shall promptly, at its own
expense, rectify any
problems and/or deficiencies identified in any IT Audit and/or
any IT Audit Reports.
22.2 The Supplier shall maintain and keep proper accounts and
records in respect of the
Purchase Contract in accordance with generally accepted
accounting practices for
the duration of the Purchase Contract and for three (3) years
42. after expiry or
termination of the Purchase Contract. Throughout this period
and with reasonable
prior notice to the Supplier, the Purchaser shall have the right to
inspect and audit
such accounts and records. If an audit shows any error(s) in the
Supplier’s invoices
and/or payments, the Supplier shall bear the cost of the audit
(which shall otherwise
be at the cost of Purchaser), and appropriate adjustments in
payments will be made
within ten (10) calendar days of either the agreement of the
Parties regarding such
error or the final dispute resolution on such matter pursuant to
Clause 24.
23 MISCELLANEOUS PROVISIONS
23.1 If, at any time, any Affiliates of Supplier are involved in
the performance of any
obligations under the Purchase Contract, Supplier shall be
jointly and severally liable
to Purchaser for the performance of the obligations of its
Affiliates and any
associated actions or omissions.
23.2 The Parties are independent contractors. Nothing in the
Purchase Contract shall be
deemed to constitute either Party as a legal representative or an
agent of the other
or create a partnership, joint venture or employment relation
between the Parties.
43. 23.3 No Purchase Contract is assignable or transferable by
either Party to any other party
without the prior written consent of the other Party, provided
however that such
written consent shall not be required in case of an assignment or
transfer by
Purchaser to any Affiliate of Purchaser.
23.4 Any delay or failure in the exercise of any right under a
Purchase Contract and/or
these GTC shall not represent a waiver or forbearance of such
right and shall not
prejudice the future exercise of such right.
23.5 If, at any time, any provision of these GTC is or becomes
illegal, invalid or
unenforceable in any respect under the law of any jurisdiction,
the remaining
provisions shall not in any way be affected or impaired thereby.
23.6 No modification of or deviation from these GTC and/or the
Purchase Contract shall
be effective between Supplier and Purchaser unless it is a
written amendment,
expressly stated as such, and duly signed on behalf of both
Purchaser and Supplier.
23.7 Any notice or other document to be served under each
44. Purchase Contract may be
delivered or sent by post or email (with receipt confirmed) to
the Party to be served
at its address set out in the Purchase Contract or as otherwise
agreed in writing
between the Parties.
24 APPLICABLE LAW AND DISPUTE RESOLUTION
24.1 These GTC and any Purchase Contract and all relationships
arising out of or related
thereto, shall be exclusively governed by the substantive laws
of England, excluding
any conflict of law provisions. The Parties acknowledge and
agree that the United
Nations Convention on Contracts for the International Sale of
Goods shall not apply
to this GTC and any Purchase Contract.
24.2 (a) Any dispute under a Purchase Contract that has not
been resolved by agreement
of the Parties within fourteen (14) calendar days of commencing
settlement
negotiations shall be referred to and finally settled by
arbitration in accordance with
the Rules of Arbitration of the International Chamber of
Commerce (the "ICC
Rules"), which are deemed to be incorporated by reference into
this Article 24.2.
(b) The arbitral tribunal shall consist of three arbitrators. Each
Party shall nominate
one arbitrator. The two arbitrators so nominated shall, in turn,
45. nominate the third
arbitrator who shall serve as the chairman of the arbitral
tribunal. If a Party fails to
nominate its arbitrator within a period of 14 calendar days after
receiving notice of
the arbitration, or if the two arbitrators appointed cannot agree
on the third arbitrator
within a period of 14 calendar days after appointment of the
second arbitrator, then
such arbitrator shall be nominated and appointed in accordance
with the ICC Rules.
No arbitrator shall be a present or former employee or agent of,
or consultant or
counsel to, either Party.
(c) The place of arbitration shall be London, England and the
arbitration proceedings
will be conducted in the English language.
(d) Any award of the arbitral tribunal shall be binding from the
day it is made and the
Parties hereby waive any right to refer any question of law and
any right of appeal on
the law and/or merits to any court. Judgment on the award
rendered by the arbitral
tribunal may be entered in any court having jurisdiction thereof.
(e) The Parties shall keep confidential all matters relating to
arbitration proceedings
commenced under this Article 24.2, including any award made
by the arbitral
tribunal.
(f) In case of conflict between the ICC Rules and the provisions
of this Article 24.2,
the provisions of this Article 24.2 shall prevail.
https://supplier.sabic.com/
48. 80 34 49 2.2
82 29 48 2.5
64 30 51 2.4
37 47 60 2.4
42 47 50 2.6
66 43 53 2.3
83 22 51 2.0
37 44 51 2.6
68 45 51 2.2
59 37 53 2.1
92 28 46 1.8
CORPORATE AWARD PROGRAMME
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Table of Contents
Contents
Executive Summary 3
Introduction 5
1) The roles of procurement and supply in managing this area of
expenditure underlining the inputs that may be made by its
stakeholders 5
2) Techniques that can be applied to the area of expenditure to
improve added value 7
Market Knowledge 7
Comprehensive Analysis 8
50. Strategic Sourcing 9
(3) Inclusions that should be made in contracts formed in the
future 9
Incentives and Pricing Model 9
Data Security 10
Service Level Agreements 10
(4) Measures that can be taken to select effective suppliers 11
Calling upon suppliers in early product development process 11
Establish priority for long term relationships with the suppliers
12
5) Any aspects of the purchase/supply that may require
negotiation 12
Conclusion 13
Recommendations 14
References 15
Executive Summary
TheSaudi Arabian Basic Industries Corporation (SABIC) trades
petro-chemicals. It is a multinational company in the chemicals
industry which has aligned its procurement and supply
management strategy with its overall organization strategy. The
company has aligned its procurement and supply management
strategy with its overall organization strategy. Its’ roles involve
market analysis where procurement and supply departments
obtain prior information and therefore weigh the options this
department has and of course settles for the less costly while
still adhering to overall quality. Through the procurement
governance role, regulations are set before and thus manage the
expenditure related to legal claims.
With an aim to improve added value, the SABIC employs
51. certain techniques relating to the expenditure in stationery and
office supplies. . The company adopts a comprehensive analysis
whereby both the supplier and the buyer’s interests are
considered therefore improving the added value. The company
boosts its market knowledge by employing both the SWOT and
the PESTEL analysis. For future contracts between the SABIC
and other companies, there needs to be additional inclusions.
These include : incentives and pricing models for suppliers and
the buyers, data security provisions, service level agreements
and alternative dispute resolution mechanisms. This will
improve the relationships between the company and its
stakeholders and consequently the company’s performance.
Additionally, selection of effective suppliers will involve
measures such as calling upon suppliers in the early
development process and seeking to establish long-term
relationships with the suppliers. Aspects of the purchase or
supply that may require negotiation include the length of the
contractual relationship and the terms and conditions involved.
The recommendations to the stakeholders of the SABIC are
embracing clarity and diversification in the choice of suppliers.
Introduction
Many procurements units achieve poor performance because of
failing to recognize their functional ability or the impact of
procurement aggregates which play a huge role in the increasing
the value of an enterprise. The impact of effective purchasing
doubles the role played by financial benefits, which can only be
delivered after spending well on the management. This implies
that the suppliers recruited to procure services for the
organizations greatly determine the extension and growth of the
purchasing power of an organization. If suppliers brought to the
table are sub-standard, the organization will have a minimal
extension, on the contrary, and when stellar performers are
employed they will deliver stellar benefits which will promote
the success of an organization.
The SABIC Company is still not at this level of achievement. It
is with reference to the SABIC Company that this paper
52. addresses a sourcing plan to be used for future requirements.
The discussion will cover the roles of procurement and supply
in managing expenditure in stationery and techniques that can
be improved to this expenditure so as to improve added value.
In addition to this, inclusions that should be made in contracts
formed in the future, measures that can be taken to select
effective suppliers and a discussion of any aspects of the
purchase or supply that may require negotiation will be made.1)
The roles of procurement and supply in managing this area of
expenditure underlining the inputs that may be made by its
stakeholders
The Saudi Basic Industrial Corporation deals with
petrochemicals and one of the areas of this expenditure is
stationery and office supplies. Procurement and supply
activities have in the course of their operations managed
stationery’ expenditure. The management of expenditure related
to stationery has not been a sole effort of procurement and
supply but also for other stakeholders in this company. Through
procurement governance, the SABIC has set the rules and
guidelines along which procurement of stationery and other
products will be done. The SABIC Global Procurement Service
has detailed and thorough policies and procedures. Setting of
these policies is done by the legal department of this company.
The main job of this department is to create these policies and
to communicate with all stakeholders such as buyers.
Collaboration between the procurement and the legal
departments in setting and implementing corporate governance
policies help to keep the expenditure at bay. The suppliers of
stationery are normally made aware of these policies beforehand
and this helps them to stick to the policies when supplying their
products. Legal claims that may arise in cases of breach are
therefore for the supplier and not the SABIC.
Procurement and supply in the SABIC manages the expenditure
in stationery through incorporating the ideas of various
stakeholders in this company relating to this expenditure. For
instance, a cost might be a priority for a stakeholder and
53. another might have a different priority depending on
circumstances like urgency and key materials. SABIC
Procurement through their global procurement system, work
hand in hand to hand with the business to support so as to
achieve their vision and consequently managing the related
expenditure. Suppliers for stationaries to SABIC have discounts
and product warranties. An example of this supplier is the
Jubail Stationery. Utilizing discounts that come with bulk
buying helps in the managing the expenditure related to office
supplies.
With an aim of managing expenditure related to stationaries and
other office supplies, the procurement and supply unit of the
SABIC usually analyzes the market trends before inviting
suppliers for tenders. With this information, suppliers who bid
for these tenders are evaluated basing on the set criteria. This
saves the company’s resources and ultimately manages the
related expenditure. Together with stakeholders from other
department for instance accounts, procurement and supply units
usually budgets and further monitor their spending through this
tool. SABIC has a dynamic Supplier Relationship Management
unit, and their job is to qualify suppliers in term of their
products and services, the quality, the size of their business and
their ability to comprehend the requests from SABIC with its
standards and polices before registering them as SABIC vendor
with a unique SABIC vendor code.2) Techniques that can be
applied to the area of expenditure to improve added value
With an aim of improving added value , stakeholders in the
SABIC can embrace a number of techniques. For this
discussion, expenditure related to stationery and office supplies
will be considered.
Market Knowledge
This refers to understanding what are you buying in term of
cost, material description and what is the use of the material.
Proper analysis of the stationery and office supplies market by
SABIC is crucial in ensuring proper quality products are bought
54. for the company. This is also key in comparing prices and
consequently settling for the most affordable alternative given
the suppliers in the market. According to the Porter’s five
forces model, better analysis and further communication of the
needs of the company will facilitate the choice of the supplier.
Once chosen, the stationery and office supplier in this instance
will know what to deliver to this company. In a nutshell having
an understanding of the market by both the supplier and the
company helps in addressing the specific niche and thus adding
value.
Threat of new Entry
Supplier Power
Buyer Power
Competitive Rivalry
Threat of substitution
Figure 1 Porter's Five Forces
Market analysis enables procurement to understand how
the supply market works, the direction in which the market is
going, the competitiveness and the key suppliers within the
55. market. The results of this analysis can help the buyer to
improve and shape the strategy and tendering process and align
their behavior in order achieve better value for money, reduced
prices or an improved service.
Comprehensive Analysis
Comprehensive analysis of the supplier’s strengths ,weaknesses,
opportunities and threats is really crucial in improving the
added value to the stationery and office supplies related
expenditure. Through proper identification of the suppliers’
strengths and weaknesses, the procurement team may match
with their considerations and make a decision. The company’s
external environment and how it is susceptible to risks is also
key in decision making with an aim of adding value. If for
instance SABIC realizes that Jubail is facing environmental
challenges in its main processing plant and therefore may not be
able to deliver the supplies, SABIC may seek alternatives
momentarily as this is sought. Through this business continuity
is ensured and improved value comes forth as a consequence.
The PESTEL analysis can be used for this.
Strategic Sourcing
To improve added value with reference to expenditure on
stationery and office supplies in the SABIC, strategic sourcing
can be implemented. In the early years of the operation of this
company, buyers used their experience to seek suppliers.
However, in the recent past, a new tool has been implemented in
SABIC’s procurement where buyers have visibility to suppliers
performance. Buyers can view the supplier performance in term
of delivery time and quality of products and history of delivery
rejection, shortage or overage. This saves the time and cost
involved in seeking quality suppliers and ultimately improves
the business value.(3) Inclusions that should be made in
contracts formed in the future
SABIC is improving daily in its procurement processes and
contracts. The company has however not achieved its desired
56. heights in this practice. With an aim of bettering its
performance in sourcing plans, there needs to be certain
inclusions.
Incentives and Pricing Model
A good procurement contract involves negotiation and
consideration of terms from both parties. The most important
thing apart from the direct cost is that the organization and the
supplier are incentivized properly to ensure that the relationship
works out. This calls for coming up with a compensation regime
which will ensure that the supplier has incentives to meet the
objectives of the agreement as well as sufficient penalties in the
event that well-defined metrics are not reached at. The current
SABIC’s contract with Jubail does not involve this provision. It
will be quite a good thing to have it in the contracts formed in
future. This will help the company in having an edge in the
‘battle of forms’ should it happen.
Data Security
Security inclusions are very important in any sourcing
contract. Compliance with the best practices in the industry
such as the ISO 27002 and ISO 27001, and PCI Data Security as
well as the information control objectives, auditing and
penetration testing, breach reporting, and cyber security
provisions insurance are all critical in the case of any breach
(Blanchard, 2010). This saves the company’s reputation and
value in these instances. It is imperative for SABIC’s contract
with Jubail in future to have this.
Service Level Agreements
The organization should spend time on the contract front so as
to make sure that Service Level Agreements are defined
productively and will significantly benefit the relationship with
the suppliers that is founded on mutual benefit and trust. These
will for example ensure timely delivery and thus a gain for both
the company and the supplier. The service level agreements in
57. the contract between SABIC and Jubail does not involve service
level agreements. In future, including this will make the
contract better.
Alternative Dispute Resolution Mechanisms
The manner in which disputes are contractually resolved can
have a great impact on the complexity as well as the costs
related to addressing issues that are likely to arise. For example,
they can be forum and venue restrictions that limit disputes to
certain types of courts or states, or they may require informal
dispute resolution or binding arbitration. Planning for issues
that are inevitable at the front can assist in ensuring that in the
event problems come up, the organization and the supplier can
address the issue constructively without the issue getting out of
control. The organization should take into consideration dispute
resolutions options now that this can be more accessible to the
organization owners and encourage a more efficient and faster
resolution of issues before they escalate (Barsky, 2001).The
contract for stationery and office supplies in SABIC has the
court as the only alternative in case of a breach. Future
contracts should expand this to involve alternative dispute
resolution mechanisms so as to better the contract.(4) Measures
that can be taken to select effective suppliers
Selection of effective suppliers marks a successful step in
sourcing for a plan in procurement. For the SABIC, the
following measures can be taken in order to select effective
suppliers:
Calling upon suppliers in early product development process
In the past, a typical product processing would go through a
number of activities that mainly include; it may start to be
processed by marketing function, then conceptual design,
engineering design, and analysis, followed by testing then
finally it goes through detailed design, manufacturing
engineering, process planning, tooling, production planning,
purchasing, machining, assembly, testing, packaging,
installation, and marketing for it to be certified as a final
58. product (Anderson and Dekker, 2009).This cycle worked for
many companies including the SABIC.For this suppliers would
be called in the delivery phase and this placed them at a
disadvantage as they could not exactly know what to deliver. As
a result, many procurement contracts failed due to non-
performance and caused the companies great losses. The
alternative to this would be that SABIC chooses the suppliers
earlier in the product development cycle so as to give them the
chance to assess the business model and know what to deliver.
With this, Jubail for instance will meet the stationery and office
supplies needs for this company effectively and thus improve
performance.
Establish priority for long term relationships with the suppliers
In several occasions, the suppliers in the SABIC were only
brought on board to compete with the pricing of the end
product. This would lead to an increase in the number of
suppliers in the company even if different suppliers were
deployed to supply different products With this came difficulty
in the establishing efficient long-term quality relationships that
could suit the satisfaction of the client and crumbled the
procurement contracts. If the SABIC establishes priority for a
long term relationship with its suppliers for example those for
stationery and office supplies, the procurement contracts can be
sustained over a long period thus making business effective and
more productive.5) Any aspects of the purchase/supply that may
require negotiation
According to the negotiation theory, it is the buyer’s
responsibility to maintain high quality while still negotiating
for better terms and conditions of the contract. With reference
to the stationery and office supplies contract in the
SABIC,negotiation between the SABIC who in this case is the
buyer and Jubail, the seller should be on the length of the
relationship. The short-term benefits are not the most important
thing in any contract but a relationship that will last for long
even after the sourcing process has been completed. Through
59. negotiation, the organization comes up with alliance parties
networks, which are very important. In hard economic times for
instance, Jubail can still supply stationery to Jubail if they
would have financial difficulties. This will ensure business
continuity which is a great advantage.
Negotiation in the SABIC can also be on the terms and
conditions of the contract that the company has with the
suppliers. The parties involved in the contract need to discuss
every aspect of their contract carefully and ensure that the
objectives of both sides are well as acknowledged and met. In
any negotiation process, the organization should always settle
for a win-win solution that will benefit both parties. The
procurement/supply process should also involve negotiating on
the objectives of the organization met. Negotiation on the
general terms of the contract should also be done. This should
involve the services and goods being supplied, the amount of
goods that will be supplied and standards of the supplied goods
and services.Conclusion
In conclusion, procurement and supply play an important
role in managing stationery and office supplies expenditure in
the SABIC Company. This however involves the input of other
stakeholders in some instances. These roles involve market
analysis where procurement and supply departments obtain prior
information and therefore weigh the options this department has
and of course settles for the less costly while still adhering to
overall quality. Through the procurement governance role,
regulations are set before and thus manage the expenditure
related to legal claims. With an aim to improve added value, the
SABIC employs certain techniques relating to the expenditure in
stationery and office supplies. The company boosts its market
knowledge by employing the strengths,weaknesses,opportunities
and threats(SWOT) analysis and the PESTEL analysis. The
company also adopts a comprehensive analysis whereby both
the supplier and the buyer’s interests are considered therefore
improving the general approach.
For future contracts between the SABIC and other
60. companies, there needs to be additional inclusions. These are
the incentives and pricing models for suppliers and the buyers,
data security provisions, service level agreements and
alternative dispute resolution mechanisms. This will improve
the relationships between the company and its stakeholders and
consequently the company’s performance. Selection of effective
suppliers will involve measures such as calling upon suppliers
in the early development process and seeking to establish long-
term relationships with the suppliers. Aspects of the purchase or
supply that may require negotiation include the length of the
contractual relationship and the terms and conditions
involved.Recommendations
The SABIC Company should embrace clarity in the provisions
made in its contracts so that both parties are made aware of
their expectations before-hand. This will help in managing the
expenditure in contracts and further add value to the company.
The SABIC should also diversify its choice of suppliers so as to
minimize the risks involved in depending on one supplier. This
will eventually better its negotiation.
References
Barsky, N. P. (2001). Unleashing the value in the supply
chain. Strategic Finance : 32-37.
Blanchard, D. (2010). Supply Chain Management Best
Practices, 2nd edition. New York: Wiley
Handfield, R.B., and D.R. Krause. (1999). Think globally,
source locally. Supply Chain Management Review. 35(1): 36–46
Huang, H., X. Shen and H. Xu., (2016). Procurement contracts
in the presence of endogenous disruption risk. Decision
Sciences 47(3): 437-472
Institute of Management Accountants. (1999). Tools and
Techniques for Implementing Integrated Supply Chain
Management. Institute of Management Accountants.
Kopczak, L. R. and M. E. Johnson. (2003). The supply-chain
management effect. MIT Sloan Management Review: 27-34
62. sites, reports, articles, market data, journals or texts should be
referred to in your work.
As this is an integrative assessment, the learning pulls on the
syllabus coverage and capabilities of all the
modules on the Practitioner Programme:
• Driving value through procurement and supply
• Managing expenditures
• Developing contracts
• Sourcing essentials
• Negotiation in procurement and supply
Corporate Award Programme
Candidate Assignment Guidance
Version 7.0 July 2016
67. will help you structure your planning and research. Ensure you
plan your assignment to meet all of its
requirements.
2. Submission requirements – important
2.1 Include the assignment front sheet
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assessment is one
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68. the header.
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average number of pages for a 5,000 word
assignment is 45. The maximum number of pages allowed for a
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You must hand in your assignment no later than the submission
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Leading global excellence in procurement and supply
70. assignment tasks, it is not necessary to
identify any real suppliers or products. Therefore, it is
acceptable to refer to a supplier as ‘Supplier A’ for
example, rather than identify real suppliers. Products can be
referred to as product ‘X’ or ‘Y’ for example,
rather than identify any sensitive procurements. It is best
practice to explain, within your introduction, the
naming conventions you will adopt e.g. “for the purposes of
confidentiality, suppliers or products will be
referred to as…”.
Research forms part of the assessment criteria, hence it is an
essential element of your assignment
preparation. Do not fail to realise the importance of collecting
information to support and underpin your
assignment work. It is vital that you demonstrate your ability to
establish information needs, obtain relevant
information and use it sensibly, in order to arrive at appropriate
conclusions, recommendations and/or
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dependent on other colleagues or suppliers to obtain
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you to gather it. In order to conduct your
71. research effectively, you will need to conduct wider reading
associated with the topics covered in the module
content.
Useful sources of information include those freely available to
CIPS members such as our Knowledge site and
the Supply Management site. Additionally, websites such as
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Financial Times are a great source of case studies and examples
of successes and failures which can support
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Presentation: Your assignment submission should be word
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73. assignment submission accordingly. However, during your
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For example, factors beyond your control, such as the nature of
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Remember also that the marking team will not be familiar with
your company, company-specific terminology
74. or acronyms. Take care to ensure you explain necessary
background information, or the meaning of company-
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organisation and the business environment in which it operates.
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The aim of an executive summary is to prepare the reader, in
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76. appropriate for your assignment.
For any theories, tools or models that you include, your
assignment should contain a brief description and
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Assignment submissions which simply skip from
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77. weaknesses/limitations (as well as your findings) – is likely
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task
assignment
may be better placed in the Appendices
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particular
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r’s name occurs naturally in the sentence, only the
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82. Example – referencing web documents
British Lawnmower Museum (no date) Lawnmowers of the Rich
and Famous [online] Southport, British
Lawnmower Museum. Available:
http://www.lawnmowerworld.co.uk/Rich.htm [Accessed10
March 2004]
Example – referencing electronic journals
Hart, K. (1998) The place of the 1898 Cambridge
Anthropological Expedition to the Torres Straits (CAETS) in
the history of British social anthropology. Science as a culture.
[Online] 11 (1). Available: http://human-
nature.com/science-as-culture/hart.html [Accessed 9 November
2003]
Example – referencing journal articles from a web-based full-
text database
Mahoney, R. (2000) Leadership and learning organisations, The
Learning Organization. [Online] 7 (5), 241-244.
Available: http://www.emerald-library.com/brev/11907ec1.htm
[Accessed 23 October 2000]
The source materials you use should be included in a reference
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A reference list is essential to ensure the works of others is
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